For purposes of this brochure, the “Adviser” or “Fosun Chuangfu” means Shanghai Fosun
Chuangfu Equity Investment Management Company Limited, a PRC limited liability company.
The Adviser provides non-discretionary investment supervisory services to China Momentum
Fund, L.P., a Cayman Islands exempted limited partnership (the “Client”). The Client is exempt
from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and
issues securities that are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).The Adviser also provides discretionary investment supervisory services to
other investment vehicles established outside of the United States and that do not offer their
interests to United States investors (the “Non-US Funds” and together with the Client, the
“Funds”).
Consistent with the terms of its organizational documents, the Client makes primarily long-term
private equity and equity-related investments, as well as investments in convertible debt
instruments in companies doing business in the consumer services and industrial sectors that are
based both in the People’s Republic of China (which, for the purposes hereof, includes the
special administrative regions of Hong Kong, Macau and Taiwan) (the “PRC”) and elsewhere
throughout the world that may benefit from China’s growth momentum. The Adviser provides
advisory services to the Client solely in the PRC. Fosun Equity Investment Management Ltd.
(“FEIML”), an affiliate of the Adviser and the Client’s investment adviser, also provides
advisory services to the Client. The Adviser and FEIML’s advisory services with respect to the
Client consist of investigating, identifying and evaluating investment opportunities, structuring,
negotiating and making investment recommendations to the Client, managing and monitoring the
performance of such investments and making disposal recommendations for such investments
(and in certain situations, personnel of the Adviser or FEIML may advise the Client with respect
to particular areas of financial, market or industry expertise). While FEIML is not a registered
investment adviser, certain of its practices and procedures are described herein, in connection
with the advisory services provided by the Adviser.
The directors, officers, employees and investment committee members of each of the general
partner of the Client (the “General Partner”) and FEIML (to the extent such directors, officers,
employees and investment committee members are involved in the provision of advisory services
to the Client) are treated as “Associated Persons” of the Adviser. Unless otherwise noted, for
purposes of this brochure, “Adviser” shall include the Associated Persons of the Adviser.
Fosun Chuangfu also
provides discretionary investment supervisory services to the Non-US
Funds. Its advisory services with respect to the Non-US Funds consist of investigating,
identifying and evaluating investment opportunities, structuring, negotiating and making
investments on behalf of such Non-US Funds, managing and monitoring the performance of such
investments and disposing of such investments.
The Adviser will comply in all respects with all requirements of the Investment Advisers Act of
1940, as amended (the “Advisers Act”) with respect to the Client. The Adviser does not intend to
hold itself out as being a registered investment adviser to the Non-US Funds and intends to
comply with the Advisers Act with respect to the Non-US Funds only to the extent required by
the “Unibanco – Uniao de Bancos de Brasileiros S.A.” No-Action Letter and subsequent No-
Action Letters issued by the SEC. As a result, the Adviser may not comply with the policies and
procedures discussed herein with respect to the Non-US Funds and other funds to which they
provide investment supervisory services.
The Adviser provides investment supervisory services to each Fund in accordance with the
limited partnership agreement (or analogous organizational document) of such Fund or separate
investment and advisory, investment management or portfolio management agreements (each, an
“Advisory Agreement”). The Adviser provides such services to the Client pursuant to a PRC
Advisory Agreement with FEIML.
Investment advice is not provided individually to the investors in the Funds and instead, is
provided directly to the Funds, subject to the discretion and control of the applicable general
partner of such Funds. Services are provided to the Funds in accordance with the Advisory
Agreements with the Funds and/or organizational documents of the applicable Fund. Investment
restrictions for the Funds, if any, are generally established in the organizational or offering
documents of the applicable Fund and/or side letter agreements negotiated with investors in the
applicable Fund.
The principal owner of Fosun Chuangfu is Mr. Guo Guangchang. Fosun Chuangfu is held
through several intermediate subsidiaries, including Fosun Industrial Investment Management
Company Limited, its sole direct owner, Shanghai Fosun High Technology (Group) Co., Ltd.
and Fosun International Limited, a company listed the Hong Kong Stock Exchange.
Fosun International Limited is also the indirect owner of, and controls, FEIML and the General
Partner.
The Adviser has been in business since 2007. As of December 31, 2023, the Adviser manages (i)
$2,283,147,968, all of which is attributable to the Non-US Funds, on a discretionary basis, and
(ii) $181,459,000 attributable to the Client, on a non-discretionary basis.